Art. X. The Officers and the Minutes.
- 58. Chairman or President
- 59. Secretary or Clerk
- 60. The Minutes
- 61. Executive Secretary
- 62. Treasurer
58. Chairman or President. The presiding officer, when no special title has been assigned him, is ordinarily called the Chairman, or the President, or, especially in religious assemblies, the Moderator. In organized societies the constitution always prescribes his title, that of President being most common. In debate he is referred to by his official title and is addressed by prefixing Mr. or Madam, as the case may be, to that title. In referring to himself he should never use the personal pronoun; he generally says, "the chair," which means the presiding officer of the assembly, regardless of whether his position is permanent or temporary. If his position is only temporary he is called the chairman.
His duties are generally as follows: To open the session at the time at which the assembly is to meet, by taking the chair and calling the members to order; to announce the business before the assembly in the order in which it is to be acted upon ; to recognize members entitled to the floor ; to state  and to put to vote  all questions which are regularly moved, or necessarily arise in the course of the proceedings, and to announce the result of the vote; to protect the assembly from annoyance from evidently frivolous or dilatory motions by refusing to recognize them ; to assist in the expediting of business in every way compatible with the rights of the members, as by allowing brief remarks when undebatable motions are pending, if he thinks it advisable; to restrain the members when engaged in debate, within the rules of order; to enforce on all occasions the observance of order and decorum among the members, deciding all questions of order (subject to an appeal to the assembly by any two members) unless when in doubt he prefers to submit the question for the decision of the assembly ; to inform the assembly, when necessary, or when referred to for the purpose, on a point of order or practice pertinent to pending business; to authenticate, by his signature, when necessary, all the acts, orders, and proceedings of the assembly declaring its will and in all things obeying its commands.
In case of fire, riot, or very serious disorder, or other great emergency, the chair has the right and the duty to declare the assembly adjourned to some other time (and place if necessary), if it is impracticable to take a vote, or in his opinion, dangerous to delay for a vote.
The chairman should rise to put a question to vote, except in very small assemblies, such as boards or committees, but may state it sitting; he should also rise from his seat (without calling any one to the chair) when giving his reasons for his decision upon a point of order, or when speaking upon an appeal, which he can do in preference to other members. During debate he should be seated and pay attention to the speaker, who is required to address his remarks to the presiding officer. He should always refer to himself as "the chair," thus, "The chair decides," etc., not "I decide," etc. When a member has the floor, the chairman cannot interrupt him excepting as provided in 3, so long as he does not transgress any of the rules of the assembly.
If a member of the assembly, he is entitled to vote when the vote is by ballot (but not after the tellers have commenced to count the ballots), and in all other cases where the vote would change the result. Thus, in a case where a two-thirds vote is necessary, and his vote thrown with the minority would prevent the adoption of the question, he can cast his vote; so, also, he can vote with the minority when it will produce a tie vote and thus cause the motion to fail; but he cannot vote twice, first to make a tie, and then to give the casting vote. Whenever a motion is made referring to the chairman only, or which compliments or condemns him with others, it should be put to vote by the Vice President if in the room, or by the Secretary, or on their failure to do so, by the maker of the motion. The chair should not hesitate to put the question on a motion to appoint delegates or a committee on account of his being included.
The chairman cannot close debate unless by order of the assembly, which requires a two-thirds vote; nor can he prevent the making of legitimate motions by hurrying through the proceedings. If members are reasonably prompt in exercising their right to speak or make motions, the chair cannot prevent their doing so. If he has hurriedly taken and announced a vote while a member is rising to address the chair, the vote is null and void, and the member must be recognized. On the other hand the chairman should not permit the object of a meeting to be defeated by a few factious persons using parliamentary forms with the evident object of obstructing business. In such a case he should refuse to entertain the dilatory or frivolous motion, and, if an appeal is taken, he should entertain it, and, if sustained by a large majority he may afterwards refuse to entertain even an appeal made by the faction when evidently made merely to obstruct business. But the chair should never adopt such a course merely to expedite business, when the opposition is not factious. It is only justifiable when it is perfectly clear that the opposition is trying to obstruct business. [See Dilatory Motions, 40].
If it is necessary for the chairman to vacate the chair the first Vice President, if there is one, should take the chair, and in his absence the next one in order should take it. If there is no vice president in the hall, then the chairman may, if it is necessary to vacate the chair, appoint a chairman pro tem., but the first adjournment puts an end to the appointment, which the assembly can terminate before, if it pleases, by electing another chairman. But the regular chairman, knowing that he will be absent from a future meeting, cannot authorize another member to act in his place at such meeting; the secretary, or, in his absence, some other member should in such case call the meeting to order, and a chairman pro tem. be elected who would hold office during that session, unless such office is terminated by the entrance of the president or a vice president, or by the election of another chairman pro tem., which may be done by a majority vote.
The chairman sometimes calls a member to the chair and takes part in the debate. This should rarely be done, and nothing can justify it in a case where much feeling is shown and there is a liability to difficulty in preserving order. If the chairman has even the appearance of being a partisan, he loses much of his ability to control those who are on the opposite side of the question. There is nothing to justify the unfortunate habit some chairmen have of constantly speaking on questions before the assembly, even interrupting the member who has the floor. One who expects to take an active part in debate should never accept the chair, or at least should not resume the chair, after having made his speech, until after the pending question is disposed of.1 The presiding officer of a large assembly should never be chosen for any reason except his ability to preside.
The chairman should not only be familiar with parliamentary usage, and set the example of strict conformity thereto, but he should be a man of executive ability, capable of controlling men. He should set an example of courtesy, and should never forget that to control others it is necessary to control one's self. A nervous, excited chairman can scarcely fail to cause trouble in a meeting. No rules will take the place of tact and common sense on the part of the chairman. While usually he need not wait for motions of routine, or for a motion to be seconded when he knows it is favored by others, yet if this is objected to, it is safer instantly to require the forms of parliamentary law to be observed. By general consent many things can be done that will save much time [see 48], but where the assembly is very large, or is divided and contains members who are habitually raising points of order, the most expeditious and safe course is to enforce strictly all the rules and forms of parliamentary law. He should be specially careful after every motion is made and every vote is taken to announce the next business in order. Whenever an improper motion is made, instead of simply ruling it out of order, it is well for the chairman to suggest how the desired object can be accomplished. [See "Hints to Inexperienced Chairman" below.]
The by-laws sometimes state that the president shall appoint all committees. In such case the assembly may authorize committees, but cannot appoint or nominate them. The president, however, cannot appoint any committees except those authorized by the by-laws or by a vote of the assembly. Sometimes the by-laws make the president ex-officio a member of every committee. Where this is done he has the rights of other members of the committees but not the obligation to attend every committee meeting. [See 51.]
A chairman will often find himself perplexed with the difficulties attending his position, and in such cases he will do well to remember that parliamentary law was made for deliberative assemblies, and not the assemblies for parliamentary law. This is well expressed by a distinguished English writer on parliamentary law, thus: "The great purpose of all rules and forms is to subserve the will of the assembly rather than to restrain it; to facilitate, and not to obstruct, the expression of their deliberative sense."
Additional Duties of the President of a Society, and the Vice Presidents. In addition to his duties as presiding officer, in many societies the president has duties as an administrative or executive officer. Where this is desired, the by-laws should clearly set forth these duties, as they are outside of his duties as presiding officer of the assembly, and do not come within the scope of parliamentary law.
The same is true of vice presidents. Sometimes they have charge of different departments of work and they should be chosen with those duties in view as prescribed by the by-laws. It must not be forgotten that in the case of the absence of the president the first vice president must preside, and in case of the illness or resignation or death of the president that the first vice president becomes president for the unexpired term, unless the rules specify how vacancies shall be filled. In such case the second vice president becomes the first, and so on. It is a mistake to elect a vice president who is not competent to perform the duties of president.
Hints to Inexperienced Chairmen. While in the chair, have beside you your Constitution, By-laws, and Rules of Order, which should be studied until you are perfectly familiar with them. You cannot tell the moment you may need this knowledge. If a member asks what motion to make in order to attain a certain object, you should be able to tell him at once. [10.] You should memorize the list of ordinary motions arranged in their order of precedence, and should be able to refer to the Table of Rules so quickly that there will be no delay in deciding all points contained in it. Become familiar with the first ten sections of these Rules; they are simple, and will enable you more quickly to master parliamentary law. Read carefully sections 69-71, so as to become accustomed to the ordinary methods of conducting business in deliberative assemblies. Notice that there are different ways of doing the same thing, all of which are allowable.
You should know all the business to come regularly before the meeting, and call for it in its regular order. Have with you a list of members of all committees, to guide you in nominating new committees.
When a motion is made, do not recognize any member or allow any one to speak until the motion is seconded and you have stated the question; or, in case of there being no second and no response to your call for a second, until you have announced that fact; except in case of a main motion before it is seconded or stated some one rises and says he rises to move a reconsideration, or to call up the motion to reconsider, or to move to take a question from the table. In any of these cases you should recognize the interrupting member as entitled to the floor . If you have made a mistake and assigned the floor to the wrong person, or recognized a motion that was not in order, correct the error as soon as your attention is called to it. So, when a vote is taken, announce the result and also what question, if any, is then pending, before recognizing any member that addresses the chair. Never wait for mere routine motions to be seconded, when you know no one objects to them. [See 8.]
If a member ignorantly makes an improper motion, do not rule it out of order, but courteously suggest the proper one. If it is moved "to lay the question on the table until 3 P.M.," as the motion is improper, ask if the intention is "to postpone the question to 3 P.M.;" if the answer is yes, then state that the question is on the postponement to that time. If it is moved simply "to postpone the question," without stating the time, do not rule it out of order, but ask the mover if he wishes "to postpone the question indefinitely" (which kills it), or "to lay it on the table" (which enables it to be taken up at any other time); then state the question in accordance with the motion he intended to make. So, if after a report has been presented and read, a member moves that "it be received," ask him if he means to move "its adoption" (or "acceptance," which is the same thing), as the report has been already received. No vote should be taken on receiving a report, which merely brings it before the assembly, and allows it to be read, unless some one objects to its reception.
The chairman of a committee usually has the most to say in reference to questions before the committee; but the chairman of an ordinary deliberative assembly, especially a large one, should, of all the members, have the least to say upon the merits of pending questions.
Never interrupt members while speaking, simply because you know more about the matter than they do; never get excited; never be unjust to the most troublesome member, or take advantage of his ignorance of parliamentary law, even though a temporary good is accomplished thereby.
Know all about parliamentary law, but do not try to show off your knowledge. Never be technical, or more strict than is absolutely necessary for the good of the meeting. Use your judgment; the assembly may be of such a nature through its ignorance of parliamentary usages and peaceable disposition, that a strict enforcement of the rules, instead of assisting, would greatly hinder business; but in large assemblies, where there is much work to be done, and especially where there is liability to trouble, the only safe course is to require a strict observance of the rules.
1. "Though the Speaker (Chairman) may of right speak to matters of order and be first heard, he is restrained from speaking on any other subject except where the House have occasion for facts within his knowledge; then he may, with their leave, state the matter of fact." [Jefferson's Manual, sec. XVII.]
"It is a general rule in all deliberative assemblies, that the presiding officer shall not participate in the debate or other proceedings, in any other capacity than as such officer. He is only allowed, therefore, to state matters of fact within his knowledge; to inform the assembly on points of order or the course of proceeding when called upon for that purpose, or when he finds it necessary to do so; and, on appeals from his decision on questions of order, to address the assembly in debate. [Cushing's Manual, §202.]
59. Secretary, or Clerk. The recording officer is variously called Clerk, or Secretary, or Recording Secretary (where there is also a Corresponding Secretary), or Recorder, or Scribe, etc. The secretary is the recording officer of the assembly and the custodian of its records except such as are specifically assigned to others, as the treasurer's books. These records are open, however, to inspection by any member at reasonable times, and where a committee needs any records of a society for the proper performance of its duties, they should be turned over to its chairman. The same principle applies in boards and committees, their records being accessible to members of the board or committee, as the case may be, but to no others.
In addition to keeping the records of the society and the minutes of the meetings, it is the duty of the secretary to keep a register, or roll, of the members and to call the roll when required; to notify officers, committees, and delegates of their appointment, and to furnish committees with all papers referred to them, and delegates with credentials; and to sign with the president all orders on the treasurer authorized by the society, unless otherwise specified in the by-laws. He should also keep one book in which the constitution, by-laws, rules of order, and standing rules should all be written, leaving every other page blank; and whenever an amendment is made to any of them, in addition to being recorded in the minutes it should be immediately entered on the page opposite to the article amended, with a reference, in red ink, to the date and page of the minutes where it is recorded.
In addition to the above duties, when there is only one secretary, it is his duty to send out proper notices of all called meetings, and of other meetings when necessary, and to conduct the correspondence of the society, except as otherwise provided. Where there is a Corresponding Secretary these duties devolve on him, as well as such others as are prescribed by the by-laws. The by-laws should always clearly define the additional duties of the corresponding secretary if any are to be imposed on him. When the word "secretary" is used it always refers to the recording secretary if there is more than one.
The secretary should, previous to each meeting, for the use of the chairman, make out an order of business , showing in their exact order what is necessarily to come before the assembly. He should also have, at each meeting, a list of all standing committees, and such special committees as are in existence at the time, as well as the by-laws of the organization and its minutes. His desk should be near that of the chairman, and in the absence of the chairman (if there is no vice president present), when the hour for opening the session arrives, it is his duty to call the meeting to order, and to preside until the election of a chairman pro tem., which should take place immediately. He should keep a record of the proceedings, stating what was done and not what was said, unless it is to be published, and never making criticisms, favorable or otherwise, on anything said or done. This record, usually called the minutes, is kept as explained in the next section. When a committee is appointed, the secretary should hand the names of the committee, and all papers referred to it, to the chairman of the committee, or some other of its members. He should indorse on the reports of committees the date of their reception, and what further action was taken upon them, and preserve them among the records, for which he is responsible. It is not necessary to vote that a report be "placed on file," as that should be done without a vote, except in organizations that habitually keep no records except their minutes and papers ordered on file.
60. The Minutes. The record of the proceedings of a deliberative assembly is usually called the Minutes, or the Record, or the Journal. The essentials of the record are as follows: (a) the kind of meeting, "regular" (or stated) or "special," or "adjourned regular" or "adjourned special"; (b) name of the assembly; (c) date of meeting and place, when it is not always the same; (d) the fact of the presence of the regular chairman and secretary, or in their absence the names of their substitutes, (e) whether the minutes of the previous meeting were approved, or their reading dispensed with, the dates of the meetings being given when it is customary to occasionally transact business at other than the regular business meetings; (f) all the main motions (except such as were withdrawn) and points of order and appeals, whether sustained or lost, and all other motions that were not lost or withdrawn; (g) and usually the hours of meeting and adjournment, when the meeting is solely for business. Generally the name is recorded of the member who introduced a main motion, but not of the seconder.
In some societies the minutes are signed by the president in addition to the secretary, and when published they should always be signed by both officers. If minutes are not habitually approved at the next meeting, then there should be written at the end of the minutes the word "Approved" and the date of the approval, which should be signed by the secretary. They should be entered in good black ink in a wellbound record-book.1
At a regular meeting of the M. L. Society, held in their hall, on Thursday evening, March 19, 1914, the president in the chair, and Mr. N acting as secretary, the minutes of the previous meeting were read and approved. The Committee on Applications reported the names of Messrs. C and D as applicants for membership, and on motion of Mr. F they were admitted as members. The committee on ............ reported through Mr. G a series of resolutions, which were thoroughly discussed and amended, and finally adopted, as follows:
On motion of Mr. L the society adjourned at 10 P.M.
In keeping the minutes, much depends upon the kind of meeting, and whether the minutes are to be published. In the meetings of ordinary societies and of boards of managers and trustees, there is no object in reporting the debates; the duty of the secretary, in such cases, is mainly to record what is "done" by the assembly, and not what is said by the members. He should enter the essentials of a record, as previously stated, and when a count has been ordered or where the vote is by ballot, he should enter the number of votes on each side; and when the voting is by yeas and nays he should enter a list of the names of those voting on each side. The proceedings of the committee of the whole. or while acting as if in committee of the whole, should not be entered in the minutes, but the report of the committee should be entered. When a question is considered informally, the proceedings should be kept as usual, as the only informality is in the debate. If a report containing resolutions has been agreed to, the resolutions should be entered in full as finally adopted by the assembly, thus: "The committee on ..... submitted a report with a series of resolutions which, after discussion and amendment, were adopted as follows:" then should be entered the resolutions as adopted. Where the proceedings are published, the method shown further on should be followed. If the report is of great importance the assembly should order it "to be entered on the minutes," in which case the secretary copies it in full upon the record.
Where the regular meetings are held weekly, monthly, or quarterly, the minutes are read at the opening of each day's meeting, and, after correction. should be approved. Where the meetings are held several days in succession with recesses during the day, the minutes are read at the opening of business each day. If the next meeting of the organization will not be held for a long period, as six months or a year. the minutes that have not been read previously should be read and approved before final adjournment. If this is impracticable, then the executive committee. or a special committee, should be authorized to correct and approve them. In this case the record should be signed as usual, and after the signatures the word "Approved," with the date and the signature of the chairman of the committee authorized to approve them. At the next meeting, six months later, they need not be read, unless it is desired for information as it is too late to correct them intelligently. When the reading of the minutes is dispensed with they can afterwards be taken up at any time when nothing is pending. If not taken up previously, they come before the assembly at the next meeting before the reading of the later minutes. With this exception the motion to dispense with reading the minutes is practically identical with the motion to lay the minutes on the table, being undebatable and requiring only a majority vote. The minutes of a secret meeting, as for the trial of a member, should not be read at a meeting that is open to the public, if the record contains any of the details of the trial that should not be made public.
Minutes to be Published. When the minutes are to be published. in addition to the strict record of what is done, as heretofore described. they should contain a list of the speakers on each side of every question, with an abstract of all addresses, if not the addresses in full, when written copies are furnished. In this case the secretary should have an assistant. With some annual conventions it is desired to publish the proceedings in full. In such cases it is necessary to employ a stenographer as assistant to the secretary. Reports of committees should be printed exactly as submitted, the minutes showing what action was taken by the assembly in regard to them; or, they may be printed with all additions in italics and parts struck out enclosed in brackets in which case a note to that effect should precede the report or resolutions. In this way the reader can see exactly what the committee reported and also exactly what the assembly adopted or endorsed.
1. In many organizations it is preferable for the secretary to keep his original pencil notes in a pocket memorandum book which he carries to every meeting, and these original notes, as corrected, are approved and then copied into the permanent records. This plan usually results in neater records, but the original notes should be kept until they are carefully compared with the permanent records. In such case it is better to have the minutes signed by both president and secretary as a guarantee against errors in copying.
61. The Executive Secretary is usually a salaried officer paid to give up all his time to the work as executive officer, or general manager, of an organization under a board of managers and an executive committee . In some organizations this officer is called Corresponding Secretary, but the title of corresponding secretary does not carry with it any duty except that of conducting the correspondence of the society as explained in 59:3, unless it is prescribed by the by-laws. The office of the executive secretary is usually the only office of the organization, and there the Executive Committee meets and transacts its business. The board of managers in such cases is usually large and so scattered as never to have regular meetings oftener than quarterly. When the organization is a national one it usually meets just before the annual convention, when it hears the annual report, prepared by the executive secretary and previously adopted by the executive committee, and acts upon it. The new board meets immediately after the convention, and organizes, elects an executive committee and an executive secretary, when so authorized by the by-laws, and decides upon the general policy for the year, leaving the details to the executive committee and the executive secretary. The board rarely meets oftener than once or twice in addition to the meetings in connection with the annual meeting, special meetings, however, being called, when required, as provided by its by-laws. In some organizations the executive secretary is elected by the convention. He is usually ex-officio secretary of the executive committee. The members of the executive committee giving their time gratuitously, it is the duty of the executive secretary to prepare for the committee all business that has not been assigned to others, and to see that all its instructions are carried out. He is expected to recommend plans of work and conduct the business generally, under the executive committee, and prepare the annual report, which, after being adopted by the executive committee, should be adopted by the board, whose report it is, and then be submitted to the convention.
62. Treasurer. The duties of this officer vary in different societies. In probably the majority of cases he acts as a banker, merely holding the funds deposited with him and paying them out on the order of the society signed by the president and the secretary. He is always required to make an annual report, and in many societies he also makes a quarterly report which may be in the form given below. If the society has auditors the report should be handed to them, with the vouchers, in time to be audited before the meeting. The auditors having certified to its correctness, submit their report, and the chair puts the question on adopting it, which has the effect of approving the treasurer's report, and relieving him from responsibility in case of loss of vouchers, except in case of fraud. If there are no auditors the report when made should be referred to an auditing committee, who should report on it later.
It should always be remembered that the financial report is made for the information of members. The details of dates and separate payments for the same object are a hindrance to its being understood, and are useless, as it is the duty of the auditing committee to examine into details and see if the report is correct. The best form for these financial reports depends upon the kind of society, and is best determined by examining those made in similar societies. The following brief report is in a form adapted to many societies where the financial work is a very subordinate part of their work:
REPORT OF THE TREASURER OF THE M. L. SOCIETY
FOR THE QUARTER ENDING MARCH 31, 1914.
Balance on hand January 1, 1914.... $ 25.75 Initiation fees ................... $ 50.00 Members' dues ..................... 150.00 Fines ............................. 10.50 210.50 Total ........................ $236.25
Rent of Hall.........................$ 80.00 Electric lights ..................... 22.00 Stationery and Printing.............. 15.00 Repair of Furniture.................. 10.00 Janitor ............................. 60.00 $187.00 Balance on hand March 31, 1914..... 49.25 Total............................ 236.25 S........ M........, Treasurer Examined and found correct. R........ V........ } J........ L........ } Auditing Committee.
*** Newly Revised 11th Edition
Published September 2011 ***
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